As filed with Securities and Exchange Commission on May 8, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CROWLEY, MILNER AND COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-0454910
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2301 W. Lafayette
Detroit, Michigan 48216-1891
(Address of principal executive offices, including zip code)
CROWLEY, MILNER AND COMPANY
1992 INCENTIVE STOCK PLAN
(Full title of the Plan)
John R. Dallacqua
Vice President-Finance, Chief Financial Officer,
Treasurer and Secretary
2301 W. Lafayette
Detroit, Michigan 48216-1891
(313) 962-2400
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
J. Darrel Barros
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
<S> <C> <C> <C> <C>
Common Stock 100,000 shares $9.37 $937,500 $284.09
</TABLE>
* The price shown is the average of the high and low sale prices of the
Common Stock on the American Stock Exchange on May 2, 1997, in accordance
with Rule 457(h)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
In accordance with general Instruction E to Form S-8, Crowley, Milner and
Company (the "Company") hereby incorporates by reference the contents of its
Registration Statements on Form S-8, filed June 5, 1992 (Registration No.
33-48389) and July 20, 1995 (Registration No. 33-61203).
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
4.0 Crowley, Milner and Company 1992 Incentive Stock Plan (previously
filed as Exhibit 4 to the Registration Statement on Form S-8
(Registration No. 33-48389) and incorporated herein by reference).
4.1 Amendment No. 1 to the Crowley, Milner and Company 1992 Incentive
Stock Plan (previously filed as Exhibit 4.1 to the Registration
Statement on Form S-8 (Registration No. 33-61203) and incorporated
herein by reference).
4.2 Amendment No. 2 to the Crowley, Milner and Company 1992 Incentive
Stock Plan (filed herewith).
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder (filed herewith).
23.1 Consent of Ernst & Young LLP, independent auditors (filed herewith).
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Detroit, State of Michigan, on May
8, 1997.
CROWLEY, MILNER AND COMPANY
By: /S/ DENNIS P. CALLAHAN
Dennis P. Callahan
President (Principal Executive
Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
John R. Dallacqua, his attorney-in-fact, each with power of substitution,
for him, in any and all capacities, to sign any amendments to this
registration statement (including post-effective amendments) and to file the
same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each such attorney-in-fact or his substitute may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities on May 8, 1997.
Signature Title
/S/ DENNIS P. CALLAHAN Director, President and Chief
Dennis P. Callahan Executive Officer (Principal
Executive Officer)
/S/ JOHN R. DALLACQUA Vice President-Finance, Chief Financial
John R. Dallacqua Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
/S/ JoANN S. COUSINO Director
JoAnn S. Cousino
/S/ CARROLL E. EBERT Director
Carroll E. Ebert
/S/ ALFRED M. ENTENMAN, JR. Director
Alfred M. Entenman, Jr.
/S/ JOSEPH C. KEYS Director
Joseph C. Keys
/S/ RICHARD S. KEYS Director
Richard S. Keys
/S/ BENTON E. KRANER Director
Benton E. Kraner
<PAGE>
/S/ JULIUS L. PALLONE Director
Julius L. Pallone
/S/ PAUL R. RENTENBACH Director
Paul R. Rentenbach
James L. Schaye, Jr. Director
/S/ JEROME L. SCHOSTAK Director
Jerome L. Schostak
Andrew J. Soffel Director
<PAGE>
EXHIBIT INDEX
Number Description
4.2 Amendment No. 2 to the Crowley, Milner and Company 1992 Incentive
Stock Plan
5 Opinion of Dykema Gossett PLLC with respect to the legality of the
Common Stock to be registered hereunder
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page)
CROWLEY, MILNER AND COMPANY
AMENDMENT NO. 2
TO
1992 INCENTIVE STOCK PLAN
Subject to shareholder approval, effective March 19, 1996, Section 5
of the Crowley, Milner and Company 1992 Incentive Stock Plan is amended and
restated to read in its entirety as follows:
"5. Stock. Subject to adjustment as provided in Section 10, the
total number of shares of Common Stock available for grants of Options and
awards of Restricted Stock under this Plan shall be three hundred thousand
(300,000). Shares subject to any unexercised portion of a terminated,
cancelled or expired Option granted hereunder, or Restricted Stock awarded
hereunder but subsequently forfeited and returned to the Corporation
pursuant to Section 8(b)(ii) hereof, may again be subjected to grants under
this Plan."
Capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the plan documents relative to the Crowley,
Milner and Company 1992 Incentive Stock Plan, effective March 25, 1992.
Except as set forth above with respect to Section 5 of the Plan, all
of the terms and conditions of the Plan shall continue and remain in full
force and effect.
The amendment to the Plan described herein shall be subject to the
approval of the holders of at least a majority of the Common Stock of the
Corporation present and entitled to vote at a meeting of shareholders of the
Corporation held within twelve (12) months after adoption of this Plan by
the Board. No Option granted or Restricted Stock awarded with respect to
the amendment to the Plan described herein may be exercised in whole or in
part until this Plan has been approved by the shareholders as provided
herein. If not approved by shareholders within such twelve (12) month
period, the amendment to the Plan described herein and any Options granted
or Restricted Stock awarded hereunder shall be rescinded.
* * *
This AMENDMENT NO. 2 TO 1992 INCENTIVE STOCK PLAN is hereby executed
as of the 19th day of March, 1996.
CROWLEY, MILNER AND COMPANY
By: /s/ DENNIS P. CALLAHAN
Dennis P. Callahan
Its: President
BOARD APPROVAL: March 19, 1996
SHAREHOLDER APPROVAL: August 20, 1996
May 6, 1997
CROWLEY, MILNER AND COMPANY
2301 West Lafayette Boulevard
Detroit, Michigan 48216
Re: CROWLEY, MILNER AND COMPANY
Registration Statement on Form S-8
Additional Shares under 1992 Incentive Stock Plan
Ladies and Gentlemen:
We have acted as counsel for Crowley, Milner and Company, a Michigan
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of its Registration Statement on Form S-8 (the
"Registration Statement") relating to the issuance of up to an additional
100,000 shares of the Company's Common Stock (the "Common Stock") pursuant
to the Crowley, Milner and Company 1992 Incentive Stock Plan, as amended
(the "Plan").
We have examined such corporate records, documents, certificates and
other instruments as we have considered appropriate for the purposes of this
opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Michigan.
2. The shares of Common Stock registered pursuant to the
Registration Statement, when issued in accordance with the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ Paul R. Rentenbach
Paul R. Rentenbach
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Crowley, Milner and Company 1992
Incentive Stock Plan of our report dated April 3, 1997, with respect to the
consolidated financial statements and schedule of Crowley, Milner and
Company and Subsidiary included in its Annual Report on Form 10-K for the
year ended February 1, 1997, filed with the Securities and Exchange
Commission.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
May 1, 1997
Detroit, Michigan
